Mobilicom Ltd 6-K, filed Aug 31, 2023
Mobilicom Ltd (MOB)
About this 6-K
Mobilicom Ltd filed this 6-K on August 31, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16
OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August
Commission File Number
(Translation of registrant’s name into English)
1 Rakefet Street
Shoham, Israel 6083705
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
This Report of Foreign Private Issuer on Form 6-K consists of the Registrants (i) Interim Condensed Financial Statements as of June 30, 2023, which is attached hereto as Exhibit 99.1; (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2023, which is attached hereto as Exhibit 99.2; and (iii) Half Year Report as of June 30, 2023, filed with the Australian Securities Exchange, as required by the laws and regulations of Australia, which is attached hereto as Exhibit 99.3.
1
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Mobilicom Ltd.’s Interim Consolidated Condensed Financial Statements as of June 30, 2023. | |
| 99.2 | Mobilicom Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2023. | |
| 99.3 | Mobilicom Ltd.’s Half Year Report as of June 30, 2023, filed with the Australian Securities Exchange. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MOBILICOM LIMITED | |||
| Date: August 31, 2023 | By: | /s/ Oren Elkayam | |
| Name: | Oren Elkayam | ||
| Title: | Chairman | ||
3
Exhibit 99.1
Mobilicom Limited
Interim Condensed financial statements as of June 30, 2023, unaudited
| Mobilicom Limited Auditor’s independence declaration |
|
| i |
Mobilicom Limited For the half-year ended June 30, 2023 |
|
| Consolidated | ||||||||||||||
| June 30, | June 30, | June 30, | ||||||||||||
| Note | 2023 | 2022 | 2023 | |||||||||||
| AUD$ | AUD$ | $* | ||||||||||||
| Unaudited | Unaudited | Unaudited | ||||||||||||
| Revenue | ||||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ||||||||
| Government grants | ||||||||||||||
| Foreign exchange gains/(losses) | ||||||||||||||
| Interest received | ||||||||||||||
| Net gain on fair value movement of warrants | 6 | |||||||||||||
| Total other income | ||||||||||||||
| Expenses | ||||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development | ( | ) | ( | ) | ( | ) | ||||||||
| General and administration expenses | ( | ) | ( | ) | ( | ) | ||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign exchange gains/(losses) | ( | ) | ||||||||||||
| Loss before income tax expense | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||
| Loss after income tax expense for the half-year attributable to the owners of Mobilicom Limited | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income | ||||||||||||||
| Items that will not be reclassified subsequently to profit or loss | ||||||||||||||
| Re-measurement of defined benefit plans | ||||||||||||||
| Items that may be reclassified subsequently to profit or loss | ||||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income for the half-year, net of tax | ( | ) | ( | ) | ( | ) | ||||||||
| Total comprehensive income for the half-year attributable to the owners of Mobilicom Limited | ( | ) | ( | ) | ( | ) | ||||||||
| AUD Cents | AUD Cents | Cents | ||||||||||||
| Basic earnings/(losses) per share | 11 | ( | ) | ( | ) | ( | ) | |||||||
| Diluted earnings /(losses) per share | 11 | ( | ) | ( | ) | ( | ) | |||||||
| * |
The above consolidated condensed statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
1
Mobilicom Limited Consolidated interim condensed statement of financial position As at June 30, 2023 |
|
| Consolidated | ||||||||||||||
| June 30, | December 31, | June 30, | ||||||||||||
| Note | 2023 | 2022 | 2023 | |||||||||||
| AUD$ | AUD | $$* | ||||||||||||
| Unaudited | Audited | Unaudited | ||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Trade receivables | ||||||||||||||
| Other receivables | ||||||||||||||
| Restricted cash | ||||||||||||||
| Inventories | ||||||||||||||
| Total current assets | ||||||||||||||
| Non-current assets | ||||||||||||||
| Property, plant and equipment | ||||||||||||||
| Right-of-use assets | ||||||||||||||
| Total non-current assets | ||||||||||||||
| Total assets | ||||||||||||||
| Liabilities | ||||||||||||||
| Current liabilities | ||||||||||||||
| Trade and other payables | 4 | |||||||||||||
| Lease liabilities | 5 | |||||||||||||
| Warrants financial liability | 6 | |||||||||||||
| Total current liabilities | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Lease liabilities | 5 | |||||||||||||
| Employee benefits | ||||||||||||||
| Governmental liabilities on grants received | ||||||||||||||
| Total non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Net assets | ||||||||||||||
| Equity | ||||||||||||||
| Issued capital | 7 | |||||||||||||
| Reserves | 8 | ) | ( | ) | ||||||||||
| Accumulated losses | ( | ) | ( | ) | ( | ) | ||||||||
| Total equity | ||||||||||||||
| * |
The above consolidated condensed statement of financial position should be read in conjunction with the accompanying notes
2
Mobilicom Limited Consolidated interim condensed statement of changes in equity For the half-year ended June 30, 2023 |
|
| Share based | Foreign currency | |||||||||||||||||||||||
| Issued | payments | translation | Remeasurement | Accumulated | Total | |||||||||||||||||||
| Consolidated | capital | reserve | reserve | reserve | losses | equity | ||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||||||||
| Balance at January 1, 2022 | ( | ) | ( | ) | ||||||||||||||||||||
| Loss after income tax expense for the half-year | ( | ) | ( | ) | ||||||||||||||||||||
| Other comprehensive income for the half-year, net of tax | ( | ) | ( | ) | ||||||||||||||||||||
| Total comprehensive income for the half-year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Transactions with owners in their capacity as owners: | ||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||
| Balance at June 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||
The above consolidated condensed statement of changes in equity should be read in conjunction with the accompanying notes
3
Mobilicom Limited Consolidated interim condensed statement of changes in equity For the half-year ended June 30, 2023 |
|
| Share based | Foreign currency | |||||||||||||||||||||||||||
| Issued | payments | translation | Remeasurement | Accumulated | Total | Total | ||||||||||||||||||||||
| Consolidated | capital | reserve | reserve | reserve | losses | equity | equity | |||||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | $ | ||||||||||||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | ||||||||||||||||||||||
| Balance at January 1, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Loss after income tax expense for the half-year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Other comprehensive income for the half-year, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Total comprehensive income for the half-year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Transactions with owners in their capacity as owners: | ||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||
| Forfeiture of options | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Expiry of options | ( | ) | ||||||||||||||||||||||||||
| Cancellation of shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| * | US Dollars numbers presented solely for convenience of the reader |
The above consolidated condensed statement of changes in equity should be read in conjunction with the accompanying notes
4
Mobilicom Limited Consolidated interim condensed statement of cash flows For the half-year ended June 30, 2023 |
|
| Consolidated | ||||||||||||
| June 30, | June 30, | June 30, | ||||||||||
| 2023 | 2022 | 2023 | ||||||||||
| AUD$ | AUD$ | $* | ||||||||||
| Unaudited | Unaudited | Unaudited | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Receipts from customers (inclusive of GST) | ||||||||||||
| Payments to suppliers and employees (inclusive of GST) | ( | ) | ( | ) | ( | ) | ||||||
| Interest received | ||||||||||||
| Interest paid on lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Government grants received | ||||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investing activities | ||||||||||||
| Payments for property, plant and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities | ||||||||||||
| Shares buyback (Small parcel plan) payments | ( | ) | ( | ) | ||||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ( | ) | ||||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ) | ( | ) | ( | ) | ||||||
| Cash and cash equivalents and restricted cash at the beginning of the financial half-year | ||||||||||||
| Effects of exchange rates on cash and cash equivalents and restricted cash | ( | ) | ( | ) | ( | ) | ||||||
| Cash and cash equivalents and restricted cash at the end of the financial half-year | ||||||||||||
| * |
The above consolidated condensed statement of cash flows should be read in conjunction with the accompanying notes
5
| Mobilicom Limited Notes to the consolidated interim condensed financial statements June 30, 2023 |
|
Note 1. General information
The condensed interim unaudited financial statements cover Mobilicom Limited as a Group consisting of Mobilicom Limited and the entities it controlled at the end of, or during, the half year. The condensed interim unaudited financial statements are presented in Australian dollars, which is Mobilicom Limited’s functional and presentation currency.
The conversion from Australian dollars (AUD$)
into U.S. dollars ($) was made at the exchange rate as of June 30, 2023, on which $
The functional currency of Mobilicom Limited’s subsidiary, Mobilicom Ltd (“Mobilicom Israel”), is Israeli New Shekels.
Mobilicom Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
C/- JM Corporate Services Pty Ltd
Level 21, 459 Collins Street
Melbourne, Victoria, 3000
Australia
The company’s principal activities are design, develop and deliver of cybersecurity and smart solutions for drone, robotics and autonomous platforms.
The Company is an end-to-end provider of cybersecurity and robust solutions for drones, robotics & autonomous platforms. As a high-tech company it designs, develops, and delivers robust solutions focused primarily on targeting global drone, robotics and autonomous system manufacturers. The Company holds patented technology & unique know-how for Mobile Mesh networking. It has a large, field proven portfolio of commercialized products used in a variety of applications. The Company is growing a global customer base with sales to high profile customers including corporates, governments, and military departments. Mobilicom’s competitive advantages include outstanding security capabilities and performance in harsh environmental conditions. The Company’s large solution portfolio is being deployed worldwide, seeing the Company derive revenue from hardware, software sales & licensing fees and professional support services for its solutions.
The condensed interim unaudited financial statements were authorised for issue, in accordance with a resolution of directors, on August 31, 2023.
Note 2. Material accounting policy information
These general-purpose condensed interim unaudited financial statements for the interim half-year reporting period ended June 30, 2023, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).
These general-purpose condensed interim unaudited financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these condensed interim unaudited financial statements are to be read in conjunction with the annual report for the year ended December 31, 2022, and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Australian Corporations Act 2001.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
New Accounting Standards and Interpretations not yet mandatory or early adopted
International Financial Reporting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the half-year ended June 30, 2023.
Going concern
The consolidated entity incurred a net loss
after tax for the half-year ended June 30, 2023, of AUD$
| ● | As of June 30, 2023, the consolidated entity had cash and cash equivalents of AUD$ |
| ● | As at the end of the half year, the Company had a trade and other receivables balance amounting to AUD$ |
6
| Mobilicom Limited Notes to the consolidated interim condensed financial statements June 30, 2023 |
|
Note 3. Operating segments
The company operates in one segment. Management does not segregate its business for internal reporting. The company’s chief operating decision maker (“CODM”) evaluates the performance of its business based on financial data consistent with the presentation in the accompanying financial statements. The company concluded that its unified business is conducted globally and accordingly represents one operating segment.
Note 4. Current liabilities - trade and other payables
| Consolidated | ||||||||||||
| June 30, 2023 | December 31, 2022 | June 30, 2023 | ||||||||||
| AUD$ | AUD$ | $ | ||||||||||
| Unaudited | Audited | Unaudited | ||||||||||
| Trade payables | ||||||||||||
| Other payables | ||||||||||||
Note 5. Lease liabilities
| Consolidated | ||||||||||||
| June 30, 2023 | December 31, 2022 | June 30, 2023 | ||||||||||
| AUD$ | AUD$ | $ | ||||||||||
| Unaudited | Audited | Unaudited | ||||||||||
| Current | ||||||||||||
| Non-current | ||||||||||||
| Lease liability | ||||||||||||
7
| Mobilicom Limited Notes to the consolidated interim condensed financial statements June 30, 2023 |
|
Note 6. Current liabilities - Warrants financial liability
| Consolidated | ||||||||||||
| June 30, 2023 | December 31, 2022 | June 30, 2023 | ||||||||||
| AUD$ | AUD$ | $ | ||||||||||
| Unaudited | Audited | Unaudited | ||||||||||
| Warrants at fair value | ||||||||||||
The Company accounts for warrants issued to investors in conjunction with IASB.
On August 25, 2022, the Company completed
its U.S. listing via the issuance of
In addition, on August 25, 2022,
under the U.S listing the Company granted a total
The pre-funded warrant and representative warrant are referred herein together as “warrants”. The warrants represent financial liabilities at fair value through profit or loss.
As of June 30, 2023, the Group reassessed the valuation methodology applied to the valuation of the warrants, in conjunction with an independent valuation from a third party. The warrants are trading on Nasdaq and based on current market activity, it was deemed to be in an active market. The directors believe the quoted share price of the MOBBW security trading on the Nasdaq represents a more accurate valuation of the warrants based on the guidance of IFRS 13 Fair Value Measurement where the fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities. This has resulted in a change of valuation methodology that was applied at December 31, 2022 and is a change in accounting estimates.
For the half-year ended June 30, 2023, the Company
recorded fair value gain, net of translation adjustments of AUD$
| Assumption | At issue date | At December 31, 2022 | At June 30, 2023 | |||||||||
| Value methodology | Level 2 | Level 2 | Level 1 | |||||||||
| Historical volatility | % | % | ||||||||||
| Exercise price | US$ | US$ | US$ | |||||||||
| Share price | US$ | US$ | US$ | |||||||||
| Risk-free interest rate | % | % | ||||||||||
| Dividend yield | % | % | ||||||||||
| Fair value per warrant | US$ | US$ | | US$ | ||||||||
Fair value measurements using input type | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Balance as of December 31, 2022 | AUD$ | |||||||||||
| Transfer to level 1 valuation input | AUD$ | AUD$ | ( | ) | ||||||||
| Fair value gain recognized in consolidated statement of profit or loss and other comprehensive income | ( | ) | ||||||||||
| Translation adjustments | ||||||||||||
| Warrant liability as of June 30, 2023 | AUD$ | |||||||||||
8
| Mobilicom Limited Notes to the consolidated interim condensed financial statements June 30, 2023 |
|
Note 7. Equity - issued capital
| Consolidated | ||||||||||||||||||||
| June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 | June 30, 2023 | ||||||||||||||||
| Shares | Shares | AUD$ | AUD$ | $ | ||||||||||||||||
| Unaudited | Audited | Unaudited | Audited | Unaudited | ||||||||||||||||
| Ordinary shares - fully paid | ||||||||||||||||||||
| Details | Date | Shares | Issue price | AUD$ | $ | |||||||||||||
| Balance | ||||||||||||||||||
| Expiry of options | ||||||||||||||||||
| Cancelation of shares through small parcel buy back | ( | ) | $ | ( | ) | ( | ) | |||||||||||
| Balance | ||||||||||||||||||
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Employee Incentive Options
On May 31, 2023, the Company issued
For the half-year ended June 30, 2023, the
Company recognized share based payments related with May 31, 2023 grant in total of AUD$
9
| Mobilicom Limited Notes to the consolidated interim condensed financial statements June 30, 2023 |
|
Note 8. Equity - reserves
| Consolidated | ||||||||||||
| June 30, 2023 | December 31, 2022 | June 30, 2023 | ||||||||||
| AUD$ | AUD$ | $ | ||||||||||
| Unaudited | Audited | Unaudited | ||||||||||
| Foreign currency reserve | ( | ) | ( | ) | ( | ) | ||||||
| Re-measurements reserve | ( | ) | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | ( | ) | |||||||
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the condensed interim financial statements of foreign operations to Australian dollars.
Re-measurement reserve
The reserve is used for remeasurements comprising actuarial gains and losses on the net defined benefit liability.
Movements in reserves
| Re-measurement | Foreign currency | |||||||||||||||
| Consolidated | reserve | reserve | Total | Total | ||||||||||||
| AUD$ | AUD$ | AUD$ | $ | |||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||
| Balance on January 1, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency translation | ( | ) | ( | ) | ( | ) | ||||||||||
| Re-measurement of defined benefits plans | ||||||||||||||||
| Balance on June 30, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
10
| Mobilicom Limited Notes to the consolidated interim condensed financial statements June 30, 2023 |
|
Note 9. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial half-year.
Note 10. Events after the reporting period
On August 3, 2023, the company’s board
of director approved the grant of
No other matter or circumstance has arisen since June 30, 2023, that has significantly affected, or may significantly affect the company’s operations, the results of those operations, or the company’s state of affairs in future financial years.
Note 11. Earnings per share
| Consolidated | ||||||||||||
| June 30, 2023 | June 30, 2022 | June 30, 2023 | ||||||||||
| AUD$ | AUD$ | $ | ||||||||||
| Unaudited | Unaudited | Unaudited | ||||||||||
| Loss after income tax attributable to the owners of Mobilicom Limited | ( | ) | ( | ) | ( | ) | ||||||
| Number | Number | |||||||||||
| Weighted average number of ordinary shares used in calculating basic earnings/(losses) per share | ||||||||||||
| Weighted average number of ordinary shares used in calculating diluted earnings/(losses) per share | ||||||||||||
| AUD $Cents | AUD $Cents | $Cents | ||||||||||
| Basic earnings/(losses) per share | ( | ) | ( | ) | ( | ) | ||||||
| Diluted earnings/(losses) per share | ( | ) | ( | ) | ( | ) | ||||||
The rights to options held by option holders have not been included in the weighted average number of ordinary shares for the purposes of calculating diluted EPS as they do not meet the requirements for inclusion under IASB 133 “Earnings per Share”. The rights to options are non-dilutive as the consolidated entity is loss generating.
11
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | the ability to correctly identify and enter new markets; |
| ● | the overall global economic environment; |
| ● | the impact of competition and new technologies; |
| ● | general market, political and economic conditions in the countries in which we operate; |
| ● | projected cash flows, future revenues, capital expenditures and liquidity; and |
| ● | changes in our strategy. |
The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2022, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 30, 2023, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.
Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
General
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included in our Annual Report as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2023, included elsewhere in this Report on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties. For the period ended June 30, 2023, the conversion from Australian dollars (AUD$) into U.S. dollars ($) was made at the exchange rate as of June 30, 2023, on which $1.00 equaled AUD$1.509, based on Reserve Bank of Australia. The use of $ is solely for the convenience of the reader.
Overview
We are a provider of hardware products and software and cybersecurity solutions that we design, develop and manufacture and that are embedded into small drones or SUAVs, and into robotic systems, or robotics. We hold both patented technology and unique know-how. We are aiming to further develop our global customer base by increasing our number of design wins and targeted pilot projects and ultimately cross-sell our other solutions to those same customers in order to become a leading end-to-end provider to SUAV and robotics systems OEMs, who, in turn, sell their systems into the security and surveillance, process industry (processing of bulk resources into other products), infrastructure inspection, first responders, homeland security and courier market segments. By “design win” we are referring to the large-scale and exclusive adoption of our component products by our OEM customers on an-ongoing basis. The “pilot projects” refers to initial small-scale sales and implementation. An “end-to-end” provider is one that provides all of the key components its customers need for their products.
Operating Results
Comparison of the periods ended June 30, 2023 and 2022
Revenue and Other income
| For the six months ended June 30, | ||||||||||||
| Revenue | 2023 | 2022 | Increase/Decrease | |||||||||
| Revenue | AUD$ | 803,430 | AUD$ | 1,213,604 | AUD$ | (410,174 | ) | |||||
| Other income: | ||||||||||||
| Government grants from IIA | 107,897 | 518,929 | (411,032 | ) | ||||||||
| Interest income | 290,595 | 920 | 289,675 | |||||||||
| Foreign exchange gains | 1,336,006 | - | 1,336,006 | |||||||||
| Fair value gains from financial liability | 221,312 | - | 221,312 | |||||||||
| Total Revenue and Other income | AUD$ | 2,759,240 | AUD$ | 1,733,453 | AUD$ | 1,025,787 | ||||||
Revenue
Revenues for the period ended June 30, 2023, were AUD$803,430 (approximately $532,426), compared to AUD$1,213,604 for the period ended June 30, 2022, a decrease of AUD$410,174 or 34%. The backlog totaled AUD$1,604,373 ($1,063,092), as of June 30, 2023, to be delivered and invoiced within the second-half of 2023 as deliveries to customers were pushed from first-half 2023 and mainly explaining the decrease.
Government grants from IIA
Grants received under IIA research and development supported programs for the period ended June 30, 2023, were AUD$107,897 (approximately $71,502), compared to AUD$518,929 for the period ended June 30, 2022, a decrease of AUD$411,032 or 79%. The decrease is primarily due to completion of IIA plan at early 2023.The Company is seeking for additional supported programs.
| 2 |
Interest income
Interest income from short-term bank deposits, for the period ended June 30, 2023, was AUD$290,595 (approximately $192,574) or 31,486%, compared to AUD$920 for the period ended June 30, 2022, an increase of AUD$289,675. The increase is mainly due to short-term deposits attributed to our August 2022 initial public offering received funds.
Foreign Exchange gains
Foreign exchange gains were AUD$1,336,006 (approximately $885,358) for the period ended June 30, 2023, compared to AUD$nil for the period ended June 30, 2022. Foreign exchange gains are mainly due to the effect of changes in currency exchange rates between the US$., the New Israeli Shekel (NIS) and the AUD$.
Fair value gains from financial liability
Fair value gains from financial liability were AUD$221,312 (approximately $146,661) for the period ended June 30, 2023, compared to AUD$nil for the period ended June 30, 2022. Fair value gains from financial liability are attributed to revaluation gain/(loss) between measured periods related with the warrants issued under our August 2022 initial public offering.
Cost of Goods Sold and Gross Profit
| For the six months ended June 30, | ||||||||||||
| 2023 | 2022 | Increase/Decrease | ||||||||||
| Revenue | AUD$ | 803,430 | AUD$ | 1,213,604 | AUD$ | (410,174 | ) | |||||
| Cost of Goods Sold | (335,715 | ) | (513,884 | ) | 178,169 | |||||||
| Gross Profit | AUD$ | 467,715 | AUD$ | 699,720 | AUD$ | (232,005 | ) | |||||
The Company maintained a high gross margin for the periods ended June 30, 2023, and 2022 of 58%. The high gross margin is mostly explained by our products being high-end IP based technology (beyond the hardware value), as well as effective costs-reduction planning for components acquisitions including purchasing components and materials in advance to prepare for future orders. Cost of goods sold remained at the same pace as the decrease in revenue.
Expenses
| For the six months ended June 30, | ||||||||||||
| 2023 | 2022 | Increase/Decrease | ||||||||||
| Expenses: | ||||||||||||
| Sales and Marketing | AUD$ | 1,383,583 | AUD$ | 1,158,092 | AUD$ | 225,491 | ||||||
| Research and Development | 1,490,694 | 1,060,839 | 429,855 | |||||||||
| General and Administrative | 1,564,455 | 913,925 | 650,530 | |||||||||
| Finance costs | 25,610 | 4,078 | 21,532 | |||||||||
| Foreign exchange costs | - | 8,966 | (8,966 | ) | ||||||||
| Total expenses | AUD$ | 4,464,342 | AUD$ | 3,145,900 | AUD$ | 1,318,442 | ||||||
Sales and Marketing expenses.
Sales and marketing expenses were AUD$1,383,583 (approximately $916,887) for the period ended June 30, 2023, compared to AUD$1,158,092 for the period ended June 30, 2022, an increase of AUD$225,491 or 19%. The increase is primarily due to additional headcount, and increased sale and marketing activities mainly in the United States and Europe to support the sales and marketing of our cybersecurity and cloud-based products, and future business growth.
| 3 |
Research and Development expenses.
Research and development expenses were AUD$1,490,694 (approximately $987,869) for the period ended June 30, 2023, compared to AUD$1,060,839 for the period ended June 30, 2022, an increase of AUD$429,855 or 41%. The increase is primarily due to significant investment in the development of new and additional products for our current target market and new market (mid-sized drones). The company invest in the development of software solutions, to add software-based revenue model, based on its activities in the U.S. standards organization.
General and Administrative expenses.
General and administrative expenses were AUD$1,564,455 (approximately $1,036,750) for the period ended June 30, 2023, compared to AUD$913,925 for the period ended June 30, 2022, an increase of AUD$650,530 or 71%. The increase is primarily related with public company related costs following our dual-listing on Nasdaq in August 2022 and stock-based compensation costs related with May 31, 2023 options issuance. The Company examines different options to cut these dual listed costs.
Financial costs.
Financial costs were AUD$25,610 (approximately $16,971) for the period ended June 30, 2023, compared to AUD$4,078 for the period ended June 30, 2022, an increase of AUD$12,428 or 428%. Financial costs are primarily related with interest paid under our lease agreements.
Foreign Exchange.
Foreign exchange costs were AUD$nil for the period ended June 30, 2023, compared to AUD$8,966 for the period ended June 30, 2022. Foreign exchange costs are mainly due to the effect of changes in currency exchange rates between the New Israeli Shekel (NIS) and the AUD$.
Critical Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue, and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. A comprehensive discussion of our critical accounting judgments, estimates and assumptions is included in “Item 5. Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2023, included elsewhere in this Report Form 6-K.
Liquidity and Capital Resources
As of June 30, 2023, we have not achieved positive cash flow from operations and incurred a net loss of AUD$2,145,538 (approximately $1,421,829) for the period ended June 30, 2023, and generated AUD$26.2 million (approximately $17.4 million) of accumulated losses since inception.
We have financed our operations to date primarily from August 2022 US$13.3 million initial public offering on Nasdaq Capital Market, public offerings on the ASX, and sales of our products.
As of June 30, 2023, we had cash and cash equivalents and restricted cash of AUD$16.0 million (approximately $10.6 million). Additionally, we also recognized a total of AUD$709,912 (approximately $470,452) as receivables. We estimate that we have adequate financial resources for at least 24 months from June 30, 2023, based on our current cash and receivables balances and our current ongoing operations. The consolidated financial statements have been prepared on the assumption that we will continue as a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.
| 4 |
In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds in the future. Our future capital requirements will depend on many factors, including:
| ● | the progress and costs of our research and development activities; |
| ● | the costs of manufacturing our products; |
| ● | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; |
| ● | the costs of our expanding sales and marketing activities, as well as the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and |
| ● | the magnitude of our general and administrative expenses. |
Until we can generate significant recurring revenues, profit and cash flow provided by operating activity we expect to satisfy future cash needs through debt or equity financings as well as governmental grants. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.
Cash Flows
AUD$
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Net cash used in operating activities | 2,299,944 | 1,327,717 | ||||||
| Net cash used in investing activities | 13,052 | 11,224 | ||||||
| Net cash used in financing activities | 214,452 | 311,623 | ||||||
| Decrease in cash and cash equivalents and restricted cash | (2,527,448 | ) | (1,650,564 | ) | ||||
| Cash and cash equivalents and restricted cash, at the beginning of the period | 18,976,542 | 3,996,300 | ||||||
| Effects of exchange rates on cash and cash equivalents and restricted cash | (438,313 | ) | (93,267 | ) | ||||
| Cash and cash equivalents and restricted cash, at the end of the period | 16,010,781 | 2,252,469 | ||||||
Net cash used in operating activities
For the periods ended June 30, 2023 and 2022, net cash used in operating activities was AUD$2,299,944 and AUD$1,327,717, respectively. The increase between the periods is primarily due to a decrease in receipts from customers, together with an increase in public company costs related with the company’s August 2022 dual-listing on Nasdaq.
Net cash used in investing activities
For the periods ended June 30, 2023 and 2022, the net cash used in investing activities was AUD$13,052 and AUD$11,224, respectively.
Net cash provided by financing activities
For the periods ended June 30, 2023, and 2022, the net cash used in financing activities was AUD$214,452 and AUD$311,623, respectively. Net cash used for the periods ended June 30, 2023 and 2022, is primarily attributed to repayment of lease liabilities.
| 5 |
Exhibit 99.3
| Mobilicom Limited |  |
| Appendix 4D | |
| Half-year report |
1. Company details
| Name of entity: | Mobilicom Limited |
| ABN: | 26 617 155 978 |
| Reporting period: | For the half-year ended 30 June 2023 |
| Previous period: | For the half-year ended 30 June 2022 |
2. Results for announcement to the market
| $ | ||||||||||||
| Revenues from ordinary activities | down | 33.8 | % | to | 803,430 | |||||||
| Profit/ (loss)from ordinary activities after tax attributable to the owners of Mobilicom Limited | down | 11.4 | % | to | (2,145,538 | ) | ||||||
| Profit/ (loss) for the half-year attributable to the owners of Mobilicom Limited | down | 11.4 | % | to | (2,145,538 | ) | ||||||
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the consolidated entity after providing for income tax amounted to $2,145,538 (30 June 2022: $1,926,331).
The Company continued to maintain high gross margin of 58% for the half-year.
Revenue
Sales revenue of $803,430 reduced relative to the prior comparative period (half-year ended 30 June 2022: $1,213,604). The backlog totalled $1,604,373, as at 30 June 2023, to be delivered and invoiced within the second half of 2023 as deliveries to customers were pushed from first-half 2023.
Inventories were up 29% to $1,085,190 (31 December 2022: $838,658) supporting the planned growth in deliveries to customers in the second half of 2023 and afterwards.
Income from interest received of $290,595 increased relative to the prior comparative period (half-year ended 30 June 2022: $920).
Statement of Financial Position
Cash reserves at 30 June 2023 were $16,010,781 (31 December 2022: $18,976,542) and net assets amounted to $14,871,719 (31 December 2022: $17,860,907).
Net cash used in operating activities during the half year ended 30 June 2023 was $2,299,944. This, with the cash reserves balance of $16,010,781, will allow the company sufficient funding to continue support the company’s growth and strategic plans execution for at least the next 24 months.
3. Net tangible assets
| Reporting | Previous | |||||||
| period | period | |||||||
| Cents | Cents | |||||||
| Net tangible assets per ordinary security | 1.12 | 1.33 | ||||||
| Mobilicom Limited | |
| Appendix 4D | |
| Half-year report |
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
This report has been prepared in accordance with Australian Accounting Standards and the Company’s foreign entity’s financial results are compiled in accordance with the International Financial Reporting Standards (IFRS).
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements were subject to a review by the auditors and the review report is attached as part of the Half-year financial report.
11. Attachments
Details of attachments (if any):
The Half-year financial report of Mobilicom Limited for the half-year ended 30 June 2023 is attached.
| Mobilicom Limited | |
| Appendix 4D | |
| Half-year report |
12. Signed
| Signed | /s/ Oren Elkayam | Date: 31 August 2023 | |
| Oren Elkayam | |||
| Chairman and Managing Director |
Mobilicom Limited
ABN 26 617 155 978
Half-year financial report - 30 June 2023
| Mobilicom Limited | |
| Contents | |
| 30 June 2023 |
| Mobilicom Limited | |
| Corporate directory | |
| 30 June 2023 |
| Directors | Oren Elkayam (Chairman and Managing Director) |
| Yossi Segal (Executive Director) | |
| Campbell McComb (Non-executive Director) | |
| Jonathan Brett (Non-executive Director) | |
| Company secretary | Justin Mouchacca |
| Registered office | C/- JM Corporate Services Pty Ltd |
| Level 21 | |
| 459 Collins Street | |
| Melbourne, VIC 3000 | |
| Ph: 03 8630 3321 | |
| Share register | Boardroom Pty Limited |
| Level 8, 210 George Street | |
| Sydney, NSW, 2000 | |
| Ph: 1300 737 760 (within Australia) | |
| Ph: +61 2 9290 9600 | |
| Auditor | Hall Chadwick (WA) Audit Pty Ltd. |
| 283 Rokeby Road | |
| Subiaco WA 6008 | |
| Australia | |
| Stock exchange listing | Mobilicom Limited shares are listed on the Australian Securities Exchange (ASX code: MOB) |
| Website | http://mobilicom-ltd.com.au |
2
| Mobilicom Limited | |
| Directors’ report | |
| 30 June 2023 |
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Mobilicom Limited (referred to hereafter as the ‘company’, ‘Mobilicom Australia’ or ‘parent entity’) and the entities it controlled at the end of, or during, the half-year ended 30 June 2023.
Directors
The following persons were directors of Mobilicom Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:
Oren Elkayam (Chairman and Managing Director)
Yossi Segal (Executive Director)
Campbell McComb (Non-executive Director)
Jonathan Brett (Non-executive Director)
Principal activities
The Company is an end-to-end provider of cybersecurity and robust solutions for drones, robotics & autonomous platforms. As a high-tech company it designs, develops and delivers robust solutions focused primarily on targeting global drone, robotics and autonomous system manufacturers. The Company holds patented technology & unique know-how for Mobile Mesh networking. It has a large, field proven portfolio of commercialised products used in a variety of applications. The Company is growing a global customer base with sales to high profile customers including corporates, governments and military departments. Mobilicom’s competitive advantages include outstanding security capabilities and performance in harsh environmental conditions. The Company’s large solution portfolio is being deployed worldwide, seeing the Company derive revenue from hardware, software sales & licensing fees and professional support services for its solutions.
Operational Highlights
| ● | Entered new strategic partnership with a prime contractor for the U.S. Department of Defense; |
| ● | Secured commercial scale order for initial production by U.S. Tier-1 manufacturer for the U.S. DOD; |
| ● | Joined the U.S. Cybersecurity industry standards for uncrewed vehicles systems as key contributor |
| ● | Chosen by a United Arab Emirates government organization to supply core systems for country’s drone & robotics platforms; |
| ● | Secured $430,000 repeat order for Mobile Ground Control Systems from a cutting-edge manufacturer of remote-controlled weapons systems platforms; |
| ● | Launched cybersecure SDR product with high size-to-performance ratio, expanding its market into mid-sized drones; |
| ● | Successfully demonstrated use of 5G AI synchronized mesh network for autonomous vehicles with WIN Consortium; |
3
| Mobilicom Limited | |
| Directors’ report | |
| 30 June 2023 |
Review of operations
During the period, Mobilicom continued to secure new and repeat purchase orders, fulfilled existing contracts, achieved high-profile wins and continued to execute its growth strategy while expanding operations in the US - the world’s largest drone market for defence and commercial applications. Nevertheless, it is early days with our design wins and Mobilicom has not yet seen the full benefit of its products being incorporated in its customers’ products.
Strategic partnership
Mobilicom entered a strategic partnership with Mistral Inc., a Bethesda, Maryland based provider of advanced systems and unmanned platforms to the U.S. DOD, federal, and law enforcement agencies.
Mistral working on integrate Mobilicom’s end-to-end solutions into U.S. defense industry and U.S. Department of Defense (DOD)-related requisitions. Extending Mobilicom’s business development efforts in the U.S., Mistral will also provide program management for the U.S. government’s purchases of Mobilicom solutions.
Secured Commercial Scale Order for Initial Production for the U.S. DOD
Mobilicom secured a commercial scale order from one of its Tier-1 customers, one of the world’s largest manufacturers of small-sized drones and robotics, for its Mobilicom’s SkyHopper PRO datalink systems which has the potential to be recognized as an essential component in their new small-sized drone platform. The SkyHopper PRO is planned to be integrated into small-sized drones manufactured for the U.S. Department of Defense (DOD).
Chosen by a United Arab Emirates government organization to supply core systems for country’s drone & robotics platforms
Mobilicom secured repeat purchase order from a leading UAE government organization of its entire product offering, including hardware and software. The UAE government is recognized as one the most advanced drone markets in the world has invested heavily in drone, robotics and autonomous platforms across a broad range of government and commercial applications. The country has established clear drone regulations including for delivery of medical and commercial goods.
Secures A $430,000 Repeat Order for Mobile Ground Control System
Mobilicom secured a $430,000 repeat order for its Mobile Ground Control Systems from a cutting-edge manufacturer of remote-controlled weapons systems platforms, one of the fastest growing segments in the defense industry. These systems integrated Mobilicom’s Ground Control Weapons Systems and were successfully demonstrated to several militaries.
Launched MCU-70 SDR Product Expanding its Market into Mid-Sized Drones
Mobilicom’s latest product, the MCU-70, is the latest in its MESH (device-to-device) networking cybersecure SDR series. With its relatively small size and lightweight design, MCU-70 delivers superior performance for mid-sized and long-range unmanned aerial vehicles (UAVs) where form-factor-to-capability performance is critical. Designed for durability in rugged outdoor environments, MCU-70’s communications range of up to 100 miles/150km equips drones with the communications needed for new missions and applications, expanding Mobilicom’s addressable markets for both commercial and military applications.
Demonstration of AI wireless systems for 5G
Mobilicom successfully demonstrated the use of a 5G AI synchronized mesh network for autonomous vehicles in conjunction with the WIN Consortium. Mobilicom also worked closely with the consortium partners to develop and test AI and machine learning (ML) in a 5G field test of device-to-device systems for applications including drones and drone security. Other applications for this technology include autonomous vehicles and drones for industrial and defence needs.
Industry leadership, standards setting, and government advocacy
Mobilicom became a member of AUVSI and the Fortress Information Security Trusted Cyber Program Cybersecurity Working Group which is developing enterprise cybersecurity standards to address cyber risks specific to uncrewed systems and robotics. As a contributing member of the group, Mobilicom is working alongside leading defence, drone, and cybersecurity companies including Boeing, Boston Dynamics, Northrup Grumman, and Raytheon. AUVSI is the world’s largest non-profit organization dedicated to the advancement of uncrewed systems – maritime, land robotics, and drones.
Corporate
During the half-year, Mobilicom has undertaken a share buyback of small parcel holdings of its ASX listed shares. The Sale Facility allows those shareholders who hold less than $500 of shares to sell their shares cost effectively without incurring brokerage or other transaction costs, while also assisting the Company to reduce the costs associated with servicing smaller shareholdings.
4
| Mobilicom Limited | |
| Directors’ report | |
| 30 June 2023 |
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial half-year.
Matters subsequent to the end of the financial half-year
On 3 August 2023, the company’s board of director approved the grant of 45,850,000 unlisted options to employees and consultants of the Company. The options have an exercise price of $0.008 and expire on 3 August 2028. 23,350,000 options are vested after 3 years, and 22,500,000 options are vested after 4 years.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report.
This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.
On behalf of the directors
| /s/ Oren Elkayam | |
| Oren Elkayam | |
| Chairman and Managing Director |
31 August 2023
Tel Aviv
5
To the Board of Directors
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
As lead audit Director for the review of the financial statements of Mobilicom Limited for the half year ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been no contraventions of:
| ● | the auditor independence requirements of the Corporations Act 2001 in relation to the review; and |
| ● | any applicable code of professional conduct in relation to the review. |
Yours Faithfully,
/s/ Hall Chadwick |
/s/ Mark Delaurentis | |
| HALL CHADWICK WA AUDIT PTY LTD | MARK DELAURENTIS CA | |
| Director |
Dated this 31st day of August 2023
Perth, Western Australia
6
| Mobilicom Limited | |
| Consolidated condensed statement of profit or loss and other comprehensive income | |
| For the half-year ended 30 June 2023 |
| Consolidated | ||||||||||||
| Note | 30
June 2023 | 30
June 2022 | ||||||||||
| $ | $ | |||||||||||
| Revenue | 803,430 | 1,213,604 | ||||||||||
| Cost of sales | (334,195 | ) | (488,283 | ) | ||||||||
| Government grants | 107,897 | 518,929 | ||||||||||
| Foreign exchange gains/(losses) | 1,336,006 | - | ||||||||||
| Interest received | 290,595 | 920 | ||||||||||
| Net gain on fair value movement of warrants | 7 | 221,312 | - | |||||||||
| Other income | 1,955,810 | 519,849 | ||||||||||
| Expenses | ||||||||||||
| Selling and marketing expenses | (1,390,393 | ) | (1,134,696 | ) | ||||||||
| Research and development | (1,489,050 | ) | (1,055,449 | ) | ||||||||
| General and administration expenses | (1,400,845 | ) | (791,252 | ) | ||||||||
| Share based payments | (159,964 | ) | (177,060 | ) | ||||||||
| Finance costs | (25,610 | ) | (4,078 | ) | ||||||||
| Foreign exchange gains/(losses) | - | (8,966 | ) | |||||||||
| Loss before income tax expense | (2,040,817 | ) | (1,926,331 | ) | ||||||||
| Income tax expense | (104,721 | ) | - | |||||||||
| Loss after income tax expense for the half-year attributable to the owners of Mobilicom Limited | (2,145,538 | ) | (1,926,331 | ) | ||||||||
| Other comprehensive income | ||||||||||||
| Items that will not be reclassified subsequently to profit or loss | ||||||||||||
| Re-measurement of defined benefit plans | 3,421 | 30,609 | ||||||||||
| Items that may be reclassified subsequently to profit or loss | ||||||||||||
| Foreign currency translation | (976,333 | ) | (47,425 | ) | ||||||||
| Other comprehensive income for the half-year, net of tax | (972,912 | ) | (16,816 | ) | ||||||||
| Total comprehensive income for the half-year attributable to the owners of Mobilicom Limited | (3,118,450 | ) | (1,943,147 | ) | ||||||||
| Cents | Cents | |||||||||||
| Basic earnings/(losses) per share | 13 | (0.16 | ) | (0.60 | ) | |||||||
| Diluted earnings/(losses) per share | 13 | (0.16 | ) | (0.60 | ) | |||||||
The above consolidated condensed statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
7
| Mobilicom Limited | |
| Consolidated condensed statement of financial position | |
| As at 30 June 2023 |
| Consolidated | ||||||||||||
| Note | 30 June 2023 | 31 December 2022 | ||||||||||
| $ | $ | |||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 15,922,705 | 18,917,416 | ||||||||||
| Trade and other receivables | 4 | 709,912 | 828,351 | |||||||||
| Restricted cash | 88,076 | 59,126 | ||||||||||
| Inventories | 1,085,190 | 838,658 | ||||||||||
| Total current assets | 17,805,883 | 20,643,551 | ||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 129,740 | 135,878 | ||||||||||
| Right-of-use assets | 360,222 | 426,817 | ||||||||||
| Total non-current assets | 489,962 | 562,695 | ||||||||||
| Total assets | 18,295,845 | 21,206,246 | ||||||||||
| Liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 5 | 1,964,175 | 1,608,846 | |||||||||
| Lease liabilities | 6 | 241,322 | 333,850 | |||||||||
| Warrants financial liability | 7 | 884,713 | 1,097,520 | |||||||||
| Total current liabilities | 3,090,210 | 3,040,216 | ||||||||||
| Non-current liabilities | ||||||||||||
| Lease liabilities | 8 | 110,036 | 95,403 | |||||||||
| Employee benefits | 205,722 | 203,636 | ||||||||||
| Governmental liabilities on grants received | 18,158 | 6,084 | ||||||||||
| Total non-current liabilities | 333,916 | 305,123 | ||||||||||
| Total liabilities | 3,424,126 | 3,345,339 | ||||||||||
| Net assets | 14,871,719 | 17,860,907 | ||||||||||
| Equity | ||||||||||||
| Issued capital | 9 | 41,651,795 | 41,636,762 | |||||||||
| Reserves | 10 | (581,695 | ) | 276,988 | ||||||||
| Accumulated losses | (26,198,381 | ) | (24,052,843 | ) | ||||||||
| Total equity | 14,871,719 | 17,860,907 | ||||||||||
The above consolidated condensed statement of financial position should be read in conjunction with the accompanying notes
8
| Mobilicom Limited | |
| Consolidated condensed statement of changes in equity | |
| For the half-year ended 30 June 2023 |
| Foreign | ||||||||||||||||||||||||
| Share based | currency | |||||||||||||||||||||||
| Issued | payments | translation | Remeasurement | Accumulated | ||||||||||||||||||||
| Consolidated | capital | reserve | reserve | reserve | losses | Total equity | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance at 1 January 2022 | 26,504,136 | 1,214,809 | 237,437 | (508,949 | ) | (24,118,314 | ) | 3,329,119 | ||||||||||||||||
| Loss after income tax expense for the half-year | - | - | - | - | (1,926,331 | ) | (1,926,331 | ) | ||||||||||||||||
| Other comprehensive income for the half-year, net of tax | - | - | (47,425 | ) | 30,609 | - | (16,816 | ) | ||||||||||||||||
| Total comprehensive income for the half-year | - | - | (47,425 | ) | 30,609 | (1,926,331 | ) | (1,943,147 | ) | |||||||||||||||
| Transactions with owners in their capacity as owners: | ||||||||||||||||||||||||
| Share-based payments | - | 177,060 | - | - | - | 177,060 | ||||||||||||||||||
| Balance at 30 June 2022 | 26,504,136 | 1,391,869 | 190,012 | (478,340 | ) | (26,044,645 | ) | 1,563,032 | ||||||||||||||||
| Foreign | ||||||||||||||||||||||||
| Share based | currency | |||||||||||||||||||||||
| Issued | payments | translation | Remeasurement | Accumulated | ||||||||||||||||||||
| Consolidated | capital | reserve | reserve | reserve | losses | Total equity | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance at 1 January 2023 | 41,636,762 | 1,117,125 | (697,705 | ) | (142,432 | ) | (24,052,843 | ) | 17,860,907 | |||||||||||||||
| Loss after income tax expense for the half-year | - | - | - | - | (2,145,538 | ) | (2,145,538 | ) | ||||||||||||||||
| Other comprehensive income for the half-year, net of tax | - | - | (976,333 | ) | 3,421 | - | (972,912 | ) | ||||||||||||||||
| Total comprehensive income for the half-year | - | - | (976,333 | ) | 3,421 | (2,145,538 | ) | (3,118,450 | ) | |||||||||||||||
| Transactions with owners in their capacity as owners: | ||||||||||||||||||||||||
| Share-based payments | - | 170,571 | - | - | - | 170,571 | ||||||||||||||||||
| Forfeiture of options | - | (10,607 | ) | - | - | - | (10,607 | ) | ||||||||||||||||
| Expiry of options | 45,735 | (45,735 | ) | - | - | - | - | |||||||||||||||||
| Cancellation of shares | (30,702 | ) | - | - | - | - | (30,702 | ) | ||||||||||||||||
| Balance at 30 June 2023 | 41,651,795 | 1,231,354 | (1,674,038 | ) | (139,011 | ) | (26,198,381 | ) | 14,871,719 | |||||||||||||||
The above consolidated condensed statement of changes in equity should be read in conjunction with the accompanying notes
9
| Mobilicom Limited | |
| Consolidated condensed statement of cash flows | |
| For the half-year ended 30 June 2023 |
| Consolidated | ||||||||
| 30 June 2023 | 30 June 2022 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Receipts from customers (inclusive of GST) | 621,297 | 1,286,107 | ||||||
| Payments to suppliers and employees (inclusive of GST) | (3,311,404 | ) | (3,122,355 | ) | ||||
| Interest received | 290,595 | 920 | ||||||
| Interest paid on lease liabilities | (8,329 | ) | (11,455 | ) | ||||
| Government grants received | 107,897 | 519,066 | ||||||
| Net cash used in operating activities | (2,299,944 | ) | (1,327,717 | ) | ||||
| Cash flows from investing activities | ||||||||
| Payments for property, plant and equipment | (13,052 | ) | (11,224 | ) | ||||
| Net cash used in investing activities | (13,052 | ) | (11,224 | ) | ||||
| Cash flows from financing activities | ||||||||
| Shares buyback (Small parcel plan) payments | (30,702 | ) | - | |||||
| Repayment of lease liabilities | (183,750 | ) | (311,623 | ) | ||||
| Net cash used in financing activities | (214,452 | ) | (311,623 | ) | ||||
| Net decrease in cash and cash equivalents and restricted cash | (2,527,448 | ) | (1,650,564 | ) | ||||
| Cash and cash equivalents and restricted cash at the beginning of the financial half-year | 18,976,542 | 3,996,300 | ||||||
| Effects of exchange rates on cash and cash equivalents and restricted cash | (438,313 | ) | (93,267 | ) | ||||
| Cash and cash equivalents and restricted cash at the end of the financial half-year | 16,010,781 | 2,252,469 | ||||||
The above consolidated condensed statement of cash flows should be read in conjunction with the accompanying notes
10
| Mobilicom Limited | |
| Notes to the consolidated condensed financial statements | |
| 30 June 2023 |
Note 1. General information
The financial statements cover Mobilicom Limited as a Group consisting of Mobilicom Limited and the entities it controlled at the end of, or during, the half year. The financial statements are presented in Australian dollars, which is Mobilicom Limited’s functional and presentation currency.
The functional currency of Mobilicom Limited’s subsidiary, Mobilicom Ltd (“Mobilicom Israel”), is Israeli New Shekels.
Mobilicom Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
C/- JM Corporate Services Pty Ltd
Level 21, 459 Collins Street
Melbourne, Victoria, 3000
Australia
A description of the nature of the consolidated entity’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 31 August 2023.
Note 2. Material accounting policy information
These general purpose condensed financial statements for the interim half-year reporting period ended 30 June 2023 have been prepared in accordance with Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’ and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’.
These general purpose condensed financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these condensed financial statements are to be read in conjunction with the annual report for the year ended 31 December 2022 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the half-year ended 30 June 2023.
Going concern
The consolidated entity incurred a net loss after tax for the half-year ended 30 June 2023 of $2,145,538 and had net cash outflows from operating activities of $2,299,944. The consolidated entity’s ability to continue as a going concern is dependent upon it achieving its forecasts. The financial statements have been prepared on the basis that the consolidated entity is a going concern, which contemplates the continuity of normal business activity, realisation of assets and settlements of liabilities in the normal course of business for the following reasons:
| ● | As at 30 June 2023 the consolidated entity had cash and cash equivalents of $15,922,705, total assets of $18,295,845 and net assets of $14,871,719. |
| ● | As at the end of the half year, the Company had a trade and other receivables balance amounting to $709,912. |
| ● | Management believes the consolidated entity has sufficient funds available to meet its commitments for at least twelve months from the date of signing of this report |
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| Mobilicom Limited | |
| Notes to the consolidated condensed financial statements | |
| 30 June 2023 |
Note 3. Operating segments
Identification of reportable operating segments
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. During the half-year the Company only operated in one segment, which is to further commercialise solutions to drones, robotics & autonomous platforms without the need to reply upon or utilise existing infrastructure.
Note 4. Current assets - trade and other receivables
| Consolidated | ||||||||
| 30 June 2023 | 31 December 2022 | |||||||
| $ | $ | |||||||
| Trade receivables | 385,870 | 203,737 | ||||||
| Other receivables | 324,042 | 624,614 | ||||||
| 709,912 | 828,351 | |||||||
Note 5. Current liabilities - trade and other payables
| Consolidated | ||||||||
| 30 June 2023 | 31 December 2022 | |||||||
| $ | $ | |||||||
| Trade payables | 595,249 | 299,289 | ||||||
| Other payables | 1,368,926 | 1,309,557 | ||||||
| 1,964,175 | 1,608,846 | |||||||
Note 6. Current liabilities - lease liabilities
| Consolidated | ||||||||
| 30 June 2023 | 31 December 2022 | |||||||
| $ | $ | |||||||
| Lease liability | 241,322 | 333,850 | ||||||
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| Mobilicom Limited | |
| Notes to the consolidated condensed financial statements | |
| 30 June 2023 |
Note 7. Current liabilities - Warrants financial liability
| Consolidated | ||||||||
| 30 June 2023 | 31 December 2022 | |||||||
| $ | $ | |||||||
| Warrants at fair value | 884,713 | 1,097,520 | ||||||
The Company accounts for warrants issued to investors under AASB 9.
On 25 August 2022 the Company completed its U.S. listing via the issuance of 3,220,338 ADSs (American Depository Shares) and the accompanying 3,220,338 pre-funded warrants for a total consideration of US$13,299,996. One ADS represents 275 ordinary shares in the Company. One pre-funded warrant gives the holder the right to purchase one ADS share. The warrants have 5 year term and they can be exercised any time before expiry date 24 August 2027.
In addition, on 25 August 2022, under the U.S listing the Company granted a total 161,017 representative warrants each exercised to single ADS at an exercise price of US$5.16. The representative warrant carrying a cashless exercise option with variable exercise mechanism.
The pre-funded warrant and representative warrant are referred herein together as “warrants”. The warrants represent
financial liabilities at fair value through profit or loss.
As at 30 June 2023, the Group reassessed the valuation methodology applied to the valuation of the warrants, in conjunction with an independent valuation from a third party. The warrants are trading on Nasdaq and based on current market activity, it was deemed to be in an active market. The directors believe the quoted share price of the MOBBW security trading on the Nasdaq represents a more accurate valuation of the warrants based on the guidance of AASB 13 Fair Value Measurement where the fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities. This has resulted in a change of valuation methodology that was applied at 31 December 2022 and is a change in accounting estimates.
For the half year ended 30 June 2023, the Company recorded fair value gain, net of translation adjustments of $ 212,807 (US$160,664) under the statement of comprehensive loss as a result of the change in the fair value of warrants.
The following assumptions were based on observable market conditions that existed at the issue date and at 30 June 2023:
| Assumption | At issue date | At 31 December 2022 | At 30 June 2023 | |||||||||
| Value methodology | Level 2 | Level 2 | Level 1 | |||||||||
| Historical volatility | 81 | % | 81 | % | - | |||||||
| Exercise price | US$5.0 | US$5.0 | US$5.0 | |||||||||
| Share price | US$2.929 | US$0.970 | US$0.200 | |||||||||
| Risk-free interest rate | 3.3 | % | 4 | % | - | |||||||
| Dividend yield | 0 | % | 0 | % | - | |||||||
| Fair value per warrant | US$1.2005 | US$0.2555 | US$0.200 | |||||||||
13
| Mobilicom Limited | |
| Notes to the consolidated condensed financial statements | |
| 30 June 2023 |
Note 7. Current liabilities - Warrants financial liability (continued)
A summary of changes in share purchase warrants issued by the Company during the year ended 30 June 2023 is as follows:
| Fair value measurements using input type | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Balance as of December 31, 2022 | - | $ | 1,097,520 | - | ||||||||
| Transfer to level 1 valuation input | $ | 1,097,520 | $ | (1,097,520 | ) | - | ||||||
| Fair value gain recognized in consolidated statement of profit or loss and other comprehensive income | (221,312 | ) | - | - | ||||||||
| Translation adjustments | 8,505 | - | - | |||||||||
| Warrant liability as of June 30, 2023 | $ | 884,713 | - | - | ||||||||
Note 8. Non-current liabilities - lease liabilities
| Consolidated | ||||||||
| 30 June 2023 | 31 December 2022 | |||||||
| $ | $ | |||||||
| Lease liability | 110,036 | 95,403 | ||||||
Note 9. Equity - issued capital
| Consolidated | ||||||||||||||||
| 30 June 2023 | 31 December 2022 | 30 June 2023 | 31 December 2022 | |||||||||||||
| Shares | Shares | $ | $ | |||||||||||||
| Ordinary shares - fully paid | 1,326,676,693 | 1,331,279,665 | 41,651,795 | 41,636,762 | ||||||||||||
Movements in spare share capital
| Details | Date | Shares | Issue price | $ | ||||||||||||
| Balance | 1 January 2023 | 1,331,279,665 | 41,636,762 | |||||||||||||
| Expiry of options | - | 45,735 | ||||||||||||||
| Cancelation of shares through small parcel buy back | 27 April 2023 | (4,602,972 | ) | $ | 0.007 | (30,702 | ) | |||||||||
| Balance | 30 June 2023 | 1,326,676,693 | 41,651,795 |
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
14
| Mobilicom Limited | |
| Notes to the consolidated condensed financial statements | |
| 30 June 2023 |
Note 9. Equity - issued capital (continued)
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Employee Incentive Options
On 31 May 2023, the Company issued 210,000,000 unlisted options to directors of the Company following receipt of shareholder approval at the Company’s 2023 Annual General Meeting of shareholders. The options have an exercise price of $0.008 and expire on 27 May 2033. One-third (33.33%) of the total number of options vested at the end of the first year from grant date while two-thirds (66.67%) vested equally at the end of each quarter during the second an thirds years after the grant date. The fair value of the options was $0.0078. The fair value was estimated using the Black-Scholes option pricing model with the following assumptions: share price – $0.009; exercise price – $0.008; expected life - 10 years; annualized volatility – 87.9%; dividend yield - 0%; risk free rate – 3.55%.
For the half-year ended 30 June 2023 the Company recognized share based payments related with 31 May 2023 grant in total of $91,850.
Note 10. Equity - reserves
| Consolidated | ||||||||
| 30 June 2023 | 31 December 2022 | |||||||
| $ | $ | |||||||
| Foreign currency reserve | (1,674,038 | ) | (697,705 | ) | ||||
| Share-based payments reserve | 1,231,354 | 1,117,125 | ||||||
| Re-measurements reserve | (139,011 | ) | (142,432 | ) | ||||
| (581,695 | ) | 276,988 | ||||||
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.
Re-measurement reserve
The reserve is used for remeasurements comprising actuarial gains and losses on the net defined benefit liability.
Movements in reserves
Movements in each class of reserve during the current financial half-year are set out below:
| Re- | Share based | Foreign | ||||||||||||||
| measurement | payments | currency | ||||||||||||||
| reserve | reserve | reserve | Total | |||||||||||||
| Consolidated | $ | $ | $ | $ | ||||||||||||
| Balance at 1 January 2023 | (142,432 | ) | 1,117,125 | (697,705 | ) | 276,988 | ||||||||||
| Foreign currency translation | - | - | (976,333 | ) | (976,333 | ) | ||||||||||
| Share based payments | - | 170,571 | - | 170,571 | ||||||||||||
| Forfeiture of options | - | (10,607 | ) | - | (10,607 | ) | ||||||||||
| Expiry of options | - | (45,735 | ) | - | (45,735 | ) | ||||||||||
| Re-measurement of defined benefits plans | 3,421 | - | - | 3,421 | ||||||||||||
| Balance at 30 June 2023 | (139,011 | ) | 1,231,354 | (1,674,038 | ) | (581,695 | ) | |||||||||
15
| Mobilicom Limited | |
| Notes to the consolidated condensed financial statements | |
| 30 June 2023 |
Note 11. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial half-year.
Note 12. Events after the reporting period
On 3 August 2023, the company’s board of director approved the grant of 45,850,000 unlisted options to employees and consultants of the Company. The options have an exercise price of $0.008 and expire on 3 August 2028. 23,350,000 options are vested after 3 years, and 22,500,000 options are vested after 4 years.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the company’s operations, the results of those operations, or the company’s state of affairs in future financial years.
Note 13. Earnings per share
| Consolidated | ||||||||
| 30 June 2023 | 30 June 2022 | |||||||
| $ | $ | |||||||
| Loss after income tax attributable to the owners of Mobilicom Limited | (2,145,538 | ) | (1,926,331 | ) | ||||
| Number | Number | |||||||
| Weighted average number of ordinary shares used in calculating basic earnings/(losses) per share | 1,329,644,730 | 321,936,715 | ||||||
| Weighted average number of ordinary shares used in calculating diluted earnings/(losses) per share | 1,329,644,730 | 321,936,715 | ||||||
| Cents | Cents | |||||||
| Basic earnings/(losses) per share | (0.16 | ) | (0.60 | ) | ||||
| Diluted earnings/(losses) per share | (0.16 | ) | (0.60 | ) | ||||
The rights to options held by option holders have not been included in the weighted average number of ordinary shares for the purposes of calculating diluted EPS as they do not meet the requirements for inclusion in AASB 133 “Earnings per Share”. The rights to options are non-dilutive as the consolidated entity is loss generating.
16
| Mobilicom Limited | |
| Directors’ declaration | |
| 30 June 2023 |
In the directors’ opinion:
| ● | the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’, the Corporations Regulations 2001 and other mandatory professional reporting requirements; |
| ● | the attached financial statements and notes give a true and fair view of the consolidated entity’s financial position as at 30 June 2023 and of its performance for the financial half-year ended on that date; and |
| ● | there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. |
Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.
On behalf of the directors
| /s/ Oren Elkayam | |
| Oren Elkayam | |
| Chairman and Managing Director | |
| 31 August 2023 | |
| Tel Aviv |
17
INDEPENDENT AUDITOR’S REVIEW
REPORT TO THE MEMBERS
OF MOBILICOM LIMITED
Conclusion
We have reviewed the accompanying half-year financial report of Mobilicom Limited (“the Company”) and Controlled Entities (“the Consolidated Entity”) which comprises the condensed consolidated statement of financial position as at 30 June 2023, the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half-year ended on that date, a summary of significant accounting policies and other selected explanatory notes, and the directors’ declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Mobilicom Limited and Controlled Entities does not comply with the Corporations Act 2001 including:
| a. | Giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2023 and of its performance for the half-year ended on that date; and |
| b. | Complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations Regulations 2001. |
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s review report.
Responsibility of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
18
Auditor’s Responsibility for the Review of the Financial Report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2023 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
| /s/ Hall Chadwick | /s/ Mark Delaurentis | |
| HALL CHADWICK WA AUDIT PTY LTD | MARK DELAURENTIS CA | |
| Director |
Dated this 31st day of August 2023
Perth, Western Australia
19